Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Altitude Acquisition Corp. | |
Entity Central Index Key | 0001822366 | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Address, Address Line One | 400 Perimeter Center Terrace Suite 151 | |
Entity Address, City or Town | Atlanta | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | GA | |
Entity File Number | 001-39772 | |
Entity Tax Identification Number | 85-2533565 | |
Entity Address, Postal Zip Code | 30346 | |
City Area Code | 800 | |
Local Phone Number | 950-2950 | |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ALTUU | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ALTU | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 30,000,000 | |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ALTUW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,500,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 207,634 | $ 764,329 |
Prepaid expense | 413,676 | 634,511 |
Total current assets | 621,310 | 1,398,840 |
Investments held in Trust Account | 300,013,157 | 300,000,082 |
Total assets | 300,634,467 | 301,398,922 |
Current Liabilities | ||
Accounts payable | 146,619 | 137,179 |
Due to related party | 62,090 | 2,885 |
Total current liabilities | 208,709 | 140,064 |
Warrant liability | 20,361,774 | 33,807,463 |
Deferred underwriting fee | 10,500,000 | 10,500,000 |
Total liabilities | 31,070,483 | 44,447,527 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 26,456,398 and 25,195,139 shares subject to possible redemption at redemption value at June 30, 2021 and December 31, 2020, respectively | 264,563,980 | 251,951,390 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 12,116,008 | |
Retained earnings (Accumulated deficit) | 4,998,900 | (7,117,234) |
Total stockholders' equity | 5,000,004 | 5,000,005 |
Total liabilities and stockholders' equity | 300,634,467 | 301,398,922 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock value | 354 | 481 |
Total stockholders' equity | 354 | 481 |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock value | 750 | 750 |
Total stockholders' equity | $ 750 | $ 750 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Temporary equity shares outstanding | 26,456,398 | 25,195,139 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 26,456,398 | 25,195,139 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 280,000,000 | 280,000,000 |
Common stock shares issued | 3,543,602 | 4,804,861 |
Common stock shares outstanding | 3,543,602 | 4,804,861 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 7,500,000 | 7,500,000 |
Common stock shares outstanding | 7,500,000 | 7,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Formation and operating costs | $ 379,837 | $ 846,195 |
Loss from operations | (379,837) | (846,195) |
Other income | ||
Interest Income | 8 | 20 |
Interest income earned on Trust | 6,828 | 13,075 |
Unrealized gain on change in fair value of warrants | 19,441,877 | 13,445,689 |
Total other income | 19,448,713 | 13,458,784 |
Net income | $ 19,068,876 | $ 12,612,589 |
Common Class A [Member] | ||
Other income | ||
Basic and diluted weighted average shares outstanding | 30,000,000 | 30,000,000 |
Basic and diluted net income per share | $ 0 | $ 0 |
Common Class B [Member] | ||
Other income | ||
Basic and diluted weighted average shares outstanding | 7,500,000 | 7,500,000 |
Basic and diluted net income per share | $ 2.54 | $ 1.68 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2020 | $ 5,000,005 | $ 481 | $ 750 | $ 12,116,008 | $ (7,117,234) |
Beginning balance (in shares) at Dec. 31, 2020 | 4,804,861 | 7,500,000 | |||
Change in value of Class A common stock subject to possible redemption | 6,456,290 | $ 64 | 6,456,226 | ||
Change in value of Class A common stock subject to possible redemption (in shares) | 645,629 | ||||
Net loss | (6,456,287) | (6,456,287) | |||
Ending balance at Mar. 31, 2021 | 5,000,008 | $ 545 | $ 750 | 18,572,234 | (13,573,521) |
Ending balance (in shares) at Mar. 31, 2021 | 5,450,490 | 7,500,000 | |||
Beginning balance at Dec. 31, 2020 | 5,000,005 | $ 481 | $ 750 | 12,116,008 | (7,117,234) |
Beginning balance (in shares) at Dec. 31, 2020 | 4,804,861 | 7,500,000 | |||
Net loss | 12,612,589 | ||||
Ending balance at Jun. 30, 2021 | 5,000,004 | $ 354 | $ 750 | 0 | 4,998,900 |
Ending balance (in shares) at Jun. 30, 2021 | 3,543,602 | 7,500,000 | |||
Beginning balance at Mar. 31, 2021 | 5,000,008 | $ 545 | $ 750 | 18,572,234 | (13,573,521) |
Beginning balance (in shares) at Mar. 31, 2021 | 5,450,490 | 7,500,000 | |||
Change in value of Class A common stock subject to possible redemption | (19,068,880) | $ (191) | (18,572,234) | (496,455) | |
Change in value of Class A common stock subject to possible redemption (in shares) | (1,906,888) | ||||
Net loss | 19,068,876 | 19,068,876 | |||
Ending balance at Jun. 30, 2021 | $ 5,000,004 | $ 354 | $ 750 | $ 0 | $ 4,998,900 |
Ending balance (in shares) at Jun. 30, 2021 | 3,543,602 | 7,500,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 12,612,589 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (13,075) |
Unrealized gain on change in fair value of warrant liability | (13,445,689) |
Changes in current assets and current liabilities: | |
Prepaid assets | 220,835 |
Due to related party | 59,205 |
Accounts payable | 9,440 |
Net cash used in operating activities | (556,695) |
Net Change in Cash | (556,695) |
Cash—Beginning | 764,329 |
Cash—Ending | 207,634 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Change in value of Class A common stock subject to possible redemption | 12,612,590 |
Reclassification of capital deficit | $ 496,455 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and business operations | Note 1 — Organization and Business Operations Altitude Acquisition Corp As of June 30, 2021, the Company had not commenced any operations. All activity for the period from August 12, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the Financing The Company’s sponsor is Altitude Acquisition Holdco LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO (as described below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2020 (the “Effective Date”). On December 11, 2020, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 3,900,000 Units as a result of the partial exercise of the underwriters’ over-allotment option, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 4. Trust Account Following the closing of the IPO on December 11, 2020, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company has until June 11, 2022 to consummate a Business Combination. However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. Going Concern Consideration As of June 30, 2021, the Company had cash outside the Trust Account of $207,634 available for working capital needs, and a working capital of $412,601. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 for the founder shares, the loan under an unsecured promissory note from the Sponsor of $275,000, and advances from sponsor of $634,447. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. On June 2, 2021, the Company issued an unsecured promissory note to the Sponsor for an aggregate available principal amount of $ 300,000 non-interest no In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, the Company has until June 11, 2022 to consummate a Business Combination. If the Company is unable to complete a Business Combination prior to June 11, 2022, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on December 10, 2020. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of these condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of these condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. Investments held in Trust Account At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in mutual funds comprised of U.S. Treasury Bills. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Net Income Per Common Share Net income per common stock is computed by dividing net income by the weighted-average number of common stock outstanding for the period. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 23,000,000 shares of Class A common stock in the aggregate The Company’s condensed statements of operations include a presentation of net income per share of Class A common stock subject to possible redemption in a manner similar to the two-class Net income per share of common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net income, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock include the Fou n For the three months ended June 30, 2021 For the six months ended June 30, 2021 Numerator: Net income allocable to Class A common stock Amortized Interest income on marketable securities held in trust $ 6,828 $ 13,075 Less: interest available to be withdrawn for payment of taxes (6,828 ) (13,075 ) Net income allocable to Class A common stock $ — $ — Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 30,000,000 Basic and Diluted net income per share, Class A common stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 19,068,876 $ 12,612,589 Redeemable Net Earnings (6,828 ) (13,075 ) Non-Redeemable $ 19,062,048 $ 12,599,514 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, common stock 7,500,000 7,500,000 Basic and diluted net income per share, Class B common stock $ 2.54 $ 1.68 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ equity. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. The fair value of the Public Warrants is classified as Level 1. See Note 6 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging re-valued non-current net-cash FASB ASC 470-20, Income Taxes The Company accounts for income taxes under ASC 740 “ Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the three and six months ended June 30, 2021. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On December 11, 2020, the Company sold 30,000,000 Units, including 3,900,000 Units issued pursuant to the underwriters’ partial exercise of their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-half of one warrant to purchase one share of Class A common stock. Each whole warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. The Company paid an underwriting fee at the closing of the IPO of $6,000,000. As of June 30, 2021 and December 31, 2020, an additional fee of $10,500,000 (see Note 7) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Warrants Each whole warrant will entitle the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any Founder Shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of twelve months from the closing of the IPO or thirty days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting fees were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In August 2020, the Company issued 8,625,000 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.003 per share (the “Founder Shares”). On November 30, 2020 the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled. On December 8, 2020, as part of an upsizing of the Proposed Public Offering, the Company effected a stock split in which each issued share of Class B common stock that was outstanding was converted into one and forty-four one-thousandths shares The Sponsor has agreed not to transfer, assign or sell its Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period Promissory Note — Related Party On August 12, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate available principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and On June 2, 2021, the Company issued an unsecured promissory note to the Sponsor for an aggregate available principal amount of $300,000 to be used for a portion of the expenses of the Business Combination. This loan is non-interest Due to Sponsor On December 11, 2020, the Sponsor advanced the Company an aggregate of $634,447. The Company repaid the amount in full on December 16, 2020. Working Capital Loans In order to finance transaction costs in connection w i Administrative Service Fee The Company has agreed, commencing on the date of the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $60,000 for the administrative service fee for the three and six months ended June 30, 2021, respectively. The Company has accrued $67,667 of administrative service fees for the period from December 8, 2020 through June 30, 2021. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money Market Funds held in Trust Account $ 300,013,157 $ 300,013,157 $ — $ — $ 300,013,157 $ 300,013,157 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 12,715,500 $ 12,715,500 $ — $ — Warrant Liability – Private Placement Warrants $ 7,646,274 $ — $ — $ 7,646,274 $ 20,361,774 $ 12,715,500 $ — $ 7,646,274 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2020 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money Market Funds held in Trust Account $ 300,000,082 $ 300,000,082 $ — $ — $ 300,000,082 $ 300,000,082 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 21,995,964 $ — $ — $ 21,995,964 Warrant Liability – Private Placement Warrants $ 11,811,499 $ — $ — $ 11,811,499 $ 33,807,463 $ — $ — $ 33,807,463 The subsequent measurement of the Public Warrants for the three and six months ended June 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of June 30, 2021, the aggregate value of Public Warrants was $12,715,500. The estimated fair value of the Private Placement Warrants on June 30, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2021: Input June 30, 2021 Expected term (years) 5.54 Expected volatility 15.50 % Risk-free interest rate 0.96 % Fair value of the common stock price $ 9.79 The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at December 31, 2020: Input December 31, 2020 Expected term (years) 5.85 Expected volatility 24.2 % Risk-free interest rate 0.48 % Fair value of the common stock price $ 9.63 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the six months ended June 30, 2021: Warrant Liability Fair value as of December 31, 2020 $ 33,807,463 Transfer out of Level 3 to Level 1 (12,715,500 ) Revaluation of warrant liability included in other income within the statement of operations for the six months ended June 30, 2021 (13,445,689 ) Fair value as of June 30, 2021 $ 7,646,274 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed prior to or on the Effective Date. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders are entitled “piggy-back” registration rights. Underwriting Agreement The underwriters have a 45-day option from December 11, On December 11, 2020, the underwriters were paid a cash underwriting fee of $6,000,000, or 2% of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting fee of $10,500,000, or 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell its Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet dates, up to the date which the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on December 10, 2020. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of these condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of these condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity |
Net Income Per Common Share | Net Income Per Common Share Net income per common stock is computed by dividing net income by the weighted-average number of common stock outstanding for the period. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 23,000,000 shares of Class A common stock in the aggregate The Company’s condensed statements of operations include a presentation of net income per share of Class A common stock subject to possible redemption in a manner similar to the two-class Net income per share of common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net income, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock include the Fou n For the three months ended June 30, 2021 For the six months ended June 30, 2021 Numerator: Net income allocable to Class A common stock Amortized Interest income on marketable securities held in trust $ 6,828 $ 13,075 Less: interest available to be withdrawn for payment of taxes (6,828 ) (13,075 ) Net income allocable to Class A common stock $ — $ — Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 30,000,000 Basic and Diluted net income per share, Class A common stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 19,068,876 $ 12,612,589 Redeemable Net Earnings (6,828 ) (13,075 ) Non-Redeemable $ 19,062,048 $ 12,599,514 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, common stock 7,500,000 7,500,000 Basic and diluted net income per share, Class B common stock $ 2.54 $ 1.68 |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ equity. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. The fair value of the Public Warrants is classified as Level 1. See Note 6 for additional information on assets and liabilities measured at fair value. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging re-valued non-current net-cash FASB ASC 470-20, |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 “ Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the three and six months ended June 30, 2021. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) |
Risks and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Net Loss Per of Common Stock Basic and Diluted | For the three months ended June 30, 2021 For the six months ended June 30, 2021 Numerator: Net income allocable to Class A common stock Amortized Interest income on marketable securities held in trust $ 6,828 $ 13,075 Less: interest available to be withdrawn for payment of taxes (6,828 ) (13,075 ) Net income allocable to Class A common stock $ — $ — Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 30,000,000 Basic and Diluted net income per share, Class A common stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 19,068,876 $ 12,612,589 Redeemable Net Earnings (6,828 ) (13,075 ) Non-Redeemable $ 19,062,048 $ 12,599,514 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, common stock 7,500,000 7,500,000 Basic and diluted net income per share, Class B common stock $ 2.54 $ 1.68 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets And Liabilities Measured At Fair Value | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money Market Funds held in Trust Account $ 300,013,157 $ 300,013,157 $ — $ — $ 300,013,157 $ 300,013,157 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 12,715,500 $ 12,715,500 $ — $ — Warrant Liability – Private Placement Warrants $ 7,646,274 $ — $ — $ 7,646,274 $ 20,361,774 $ 12,715,500 $ — $ 7,646,274 December 31, 2020 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money Market Funds held in Trust Account $ 300,000,082 $ 300,000,082 $ — $ — $ 300,000,082 $ 300,000,082 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 21,995,964 $ — $ — $ 21,995,964 Warrant Liability – Private Placement Warrants $ 11,811,499 $ — $ — $ 11,811,499 $ 33,807,463 $ — $ — $ 33,807,463 |
Summary of the Monte Carlo simulation model for the Private Placement Warrants | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2021: Input June 30, 2021 Expected term (years) 5.54 Expected volatility 15.50 % Risk-free interest rate 0.96 % Fair value of the common stock price $ 9.79 The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at December 31, 2020: Input December 31, 2020 Expected term (years) 5.85 Expected volatility 24.2 % Risk-free interest rate 0.48 % Fair value of the common stock price $ 9.63 |
Summary of the changes in the fair value of the Level 3 warrant liability | The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the six months ended June 30, 2021: Warrant Liability Fair value as of December 31, 2020 $ 33,807,463 Transfer out of Level 3 to Level 1 (12,715,500 ) Revaluation of warrant liability included in other income within the statement of operations for the six months ended June 30, 2021 (13,445,689 ) Fair value as of June 30, 2021 $ 7,646,274 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Aug. 31, 2020 | Jun. 30, 2021 | Jun. 02, 2021 | Aug. 12, 2020 |
Organization And Business Operations [Line Items] | |||||
Date of incorporation | Aug. 12, 2020 | ||||
Entity incorporation date or country code | DE | ||||
Payment to acquire restricted investments | $ 300,000,000 | ||||
Per share value of restricted investments | $ 10 | ||||
Term of restricted investments | 185 days | ||||
Temporary equity redemption price per share | $ 10 | ||||
Minimum net worth to effect business combination | $ 5,000,001 | ||||
Percentage of public shares due for redemption | 100.00% | ||||
Minimum per share amount to be maintained in the trust account | $ 10 | ||||
Cash on hand | $ 207,634 | ||||
Net current assets | 412,601 | ||||
Promissory Note Related Party [Member] | Sponsor [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Proceeds from related party debt | $ 275,000 | 0 | |||
Debt instrument face value | $ 300,000 | $ 300,000 | |||
Notes payable related parties | 0 | ||||
Due To Related Party [Member] | Sponsor [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Proceeds from related party debt | $ 634,447 | ||||
Working Capita Loans [Member] | Sponsor [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Working capital loan outstanding | $ 0 | ||||
Common Class B [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Stock issued during the value for services value | $ 25,000 | ||||
Common Class B [Member] | Sponsor [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Stock issued during the period shares | 8,625,000 | ||||
Sale of stock issue price per share | $ 0.003 | ||||
Minimum [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Minimum per share amount to be maintained in the trust account | $ 10 | ||||
Private Placement Warrants [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Class of warrants or rights issued during the period warrants | 8,000,000 | ||||
Class of warrants or rights issued price per warrant | $ 1 | ||||
Proceeds from the issuance of warrants | $ 8,000,000 | ||||
IPO [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Stock issued during the period shares | 30,000,000 | ||||
Over-Allotment Option [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Stock issued during the period shares | 3,900,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from initial public offering | $ 300,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Temporary equity shares outstanding | 26,456,398 | 25,195,139 |
Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 23,000,000 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 26,456,398 | 25,195,139 |
Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Cash with federal depository insurance corporation | $ 250,000 | $ 250,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Net Loss Per of Common Stock Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Net income allocable to Class A common stock | |||
Amortized Interest income on marketable securities held in trust | $ 6,828 | $ 13,075 | |
Numerator: Net Income minus Redeemable Net Earnings | |||
Non-Redeemable Net Income | 19,068,876 | $ (6,456,287) | 12,612,589 |
Redeemable Class A common stock [Member] | |||
Numerator: Net income allocable to Class A common stock | |||
Amortized Interest income on marketable securities held in trust | 6,828 | 13,075 | |
Less: interest available to be withdrawn for payment of taxes | (6,828) | (13,075) | |
Net income allocable to Class A common stock | $ 0 | $ 0 | |
Denominator: Weighted Average Redeemable Class A common stock | |||
Redeemable Class A Common Stock, Basic and Diluted | 30,000,000 | 30,000,000 | |
Basic and Diluted net income per share, Class A common stock | $ 0 | $ 0 | |
Numerator: Net Income minus Redeemable Net Earnings | |||
Redeemable Net Earnings | $ 0 | $ 0 | |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Basic and diluted weighted average shares outstanding, common stock | 30,000,000 | 30,000,000 | |
Basic and Diluted net income per share, Class B common stock | $ 0 | $ 0 | |
Non-Redeemable Class B Common Stock [Member] | |||
Numerator: Net income allocable to Class A common stock | |||
Net income allocable to Class A common stock | $ (6,828) | $ (13,075) | |
Denominator: Weighted Average Redeemable Class A common stock | |||
Redeemable Class A Common Stock, Basic and Diluted | 7,500,000 | 7,500,000 | |
Basic and Diluted net income per share, Class A common stock | $ 2.54 | $ 1.68 | |
Numerator: Net Income minus Redeemable Net Earnings | |||
Net Income | $ 19,068,876 | $ 12,612,589 | |
Redeemable Net Earnings | (6,828) | (13,075) | |
Non-Redeemable Net Income | $ 19,062,048 | $ 12,599,514 | |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Basic and diluted weighted average shares outstanding, common stock | 7,500,000 | 7,500,000 | |
Basic and Diluted net income per share, Class B common stock | $ 2.54 | $ 1.68 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Class of warrants or rights number of shares called for by each warrant or right | 1 | ||
Class of warrants or rights exercise price | $ 11.50 | ||
Class of warrants or rights term | 5 years | ||
Payment of stock issuance costs | $ 6,000,000 | ||
Deferred underwriting fee | $ 10,500,000 | $ 10,500,000 | $ 10,500,000 |
Prospective Warrant Redemption [Member] | |||
Class of Stock [Line Items] | |||
Proceeds from business combination as a total percentage of capital raised | 60.00% | ||
Prospective Warrant Redemption [Member] | Trigger Price One [Member] | Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Sale of stock issue price per share | $ 9.20 | ||
Number of consecutive trading day period for determining volume weighted average price | 20 days | ||
Percentage of the newly issued share price | 115.00% | ||
Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Sale of stock issue price per share | $ 18 | ||
Percentage of the newly issued share price | 180.00% | ||
Number of trading days for determining share price | 20 days | ||
Aggregate number of trading days for determining the share price | 30 days | ||
Class of warrants or rights redemption price per warrant | $ 0.01 | ||
Minimum days of notice to be given prior to redemption | 30 days | ||
After The Completion Of Business Combination [Member] | |||
Class of Stock [Line Items] | |||
Period after which the warrants are exercisable | 30 days | ||
After The Closing Of Initial Public Offer [Member] | |||
Class of Stock [Line Items] | |||
Period after which the warrants are exercisable | 12 months | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 30,000,000 | ||
Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 3,900,000 | ||
Sale of stock issue price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights issued during the period warrants | shares | 8,000,000 |
Class of warrants or rights issued price per warrant | $ / shares | $ 1 |
Proceeds from the issuance of warrants | $ | $ 8,000,000 |
Class of warrants or rights lock in period after business combination | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 16, 2020 | Dec. 11, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 02, 2021 | Dec. 31, 2020 | Aug. 12, 2020 |
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period shares | 3,900,000 | |||||||||
Sale of stock issue price per share | $ 10 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Lock in period of shares | 1 year | |||||||||
Share price | $ 12 | $ 12 | $ 12 | |||||||
Number of trading days for determining the share price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Waiting time after which the share price is considered | 150 days | |||||||||
Fee payable for month for secretarial administrative and support services | $ 10,000 | $ 10,000 | $ 10,000 | |||||||
Related party transaction administrative service fees incurred but not paid | 30,000 | 60,000 | 67,667 | |||||||
Sponsor [Member] | Promissory Note Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face value | $ 300,000 | $ 300,000 | ||||||||
Proceeds from related party debt | $ 275,000 | 0 | ||||||||
Repayment of related party debt | $ 275,000 | |||||||||
Sponsor [Member] | Due To Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from related party debt | $ 634,447 | |||||||||
Repayment of related party debt | $ 634,447 | |||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Debt instrument convertible price per share | $ 1 | $ 1 | $ 1 | |||||||
Working capital loan outstanding | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares issued | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||||
Common stock shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Founders shares included aggregate subject to forfeiture | 978,750 | |||||||||
Underwriters partially exercised subject to forfeiture | 975,000 | |||||||||
Common Class B [Member] | Proposed Public Offering [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares issued | 7,503,750 | |||||||||
Common stock shares outstanding | 7,503,750 | |||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period shares | 8,625,000 | |||||||||
Stock issued during the period value | $ 25,000 | |||||||||
Sale of stock issue price per share | $ 0.003 | |||||||||
Share based compensation by share based payment arrangement shares forfeited | 3,750 | |||||||||
Founders shares aggregate surrendered were cancelled | 1,437,500 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 300,013,157 | $ 300,000,082 |
Liabilities | 20,361,774 | 33,807,463 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 12,715,500 | 21,995,964 |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 7,646,274 | 11,811,499 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 300,013,157 | 300,000,082 |
Liabilities | 12,715,500 | |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 12,715,500 | |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 7,646,274 | 33,807,463 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 21,995,964 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 7,646,274 | 11,811,499 |
Money Market Funds held in Trust Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 300,013,157 | 300,000,082 |
Money Market Funds held in Trust Account [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 300,013,157 | $ 300,000,082 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of the Monte Carlo simulation model for the Private Placement Warrants (Detail) - Private Placement Warrants [Member] - Warrant Liability [Member] - Fair Value, Inputs, Level 3 [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term (years) | 5 years 6 months 14 days | 5 years 10 months 6 days |
Expected volatility | 15.50% | 24.20% |
Risk-free interest rate | 0.96% | 0.48% |
Fair value of the common stock price | $ 9.79 | $ 9.63 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of the changes in the fair value of the Level 3 warrant liability (Detail) - Private Placement Warrants [Member] - Warrant Liability [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 33,807,463 |
Transfer out of Level 3 to Level 1 | (12,715,500) |
Revaluation of warrant liability included in other income within the statement of operations | (13,445,689) |
Ending balance | $ 7,646,274 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Additional information (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate fair value of public warrants | $ 20,361,774 | $ 33,807,463 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate fair value of public warrants | 12,715,500 | $ 21,995,964 |
Public Warrants [Member] | Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate fair value of public warrants | $ 12,715,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Other Commitments [Line Items] | |||
Payment of stock issuance costs | $ 6,000,000 | ||
Deferred underwriting commission as a percentage of gross proceeds of initial public offer | 2.00% | ||
Deferred underwriting fee | $ 10,500,000 | $ 10,500,000 | $ 10,500,000 |
Deferred underwriting commission payable as a percentage of gross proceeds of initial public offer | 3.50% | ||
Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Number of days given to underwriters to subscribe to over allotment option | 45 days | ||
Common stock shares subscribed but not issued | 3,915,000 | ||
Stock issued during the period shares | 3,900,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Dec. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Temporary equity shares outstanding | 26,456,398 | 25,195,139 | |
Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Lock in period of shares | 1 year | ||
Share price | $ 12 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Waiting time after which the share price is considered | 150 days | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 280,000,000 | 280,000,000 | |
Common stock shares issued | 3,543,602 | 4,804,861 | |
Common stock shares outstanding | 3,543,602 | 4,804,861 | |
Temporary equity shares outstanding | 26,456,398 | 25,195,139 | |
Percentage of total shares issued and outstanding after conversion from one class to another | 20.00% | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 20,000,000 | 20,000,000 | |
Common stock shares issued | 7,500,000 | 7,500,000 | |
Common stock shares outstanding | 7,500,000 | 7,500,000 | |
Common Class B [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Founders shares included aggregate subject to forfeiture | 978,750 | ||
Underwriters partially exercised subject to forfeiture | 975,000 | ||
Common Class B [Member] | Proposed Public Offering [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 7,503,750 | ||
Common stock shares outstanding | 7,503,750 | ||
Common Class B [Member] | Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Share based compensation by share based payment arrangement shares forfeited | 3,750 |